Sec Form 4 Filing - Diamond Andrew S @ 1Life Healthcare Inc - 2023-02-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Diamond Andrew S 2. Issuer Name and Ticker or Trading Symbol 1Life Healthcare Inc [ ONEM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O 1LIFE HEALTHCARE, INC., ONE EMBARCADERO CENTER, SUITE 1900 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2023 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/22/2023 D 23,620 D $ 18 ( 1 ) 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 11.56 02/22/2023 D 26,032 ( 4 ) 11/20/2029 Common Stock 26,032 ( 2 ) ( 3 ) 0 D Stock Options (Right to buy) $ 42.68 02/22/2023 D 33,860 ( 4 ) 01/14/2031 Common Stock 33,860 ( 5 ) 0 D Stock Options (Right to buy) $ 19.81 02/22/2023 D 74,702 ( 6 ) 11/18/2031 Common Stock 74,702 ( 5 ) 0 D Stock Option (Right to Buy) $ 12.16 02/22/2023 D 96,420 ( 4 ) 01/14/2032 Common Stock 96,420 ( 2 ) ( 3 ) 0 D Restricted Stock Units ( 7 ) 02/22/2023 D 3,553 ( 9 ) ( 9 ) Common Stock 3,553 ( 8 ) 0 D Restricted Stock Units ( 7 ) 02/22/2023 D 25,627 ( 10 ) ( 10 ) Common Stock 25,627 ( 8 ) 0 D Restricted Stock Units ( 7 ) 02/22/2023 D 34,573 ( 9 ) ( 9 ) Common Stock 34,573 ( 8 ) 0 D Restricted Stock Units ( 7 ) 02/22/2023 D 118,764 ( 11 ) ( 11 ) Common Stock 118,764 ( 8 ) 0 D Restricted Stock Units ( 7 ) 02/22/2023 D 95,523 ( 9 ) ( 9 ) Common Stock 95,523 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Diamond Andrew S C/O 1LIFE HEALTHCARE, INC. ONE EMBARCADERO CENTER, SUITE 1900 SAN FRANCISCO, CA94111 Chief Medical Officer Signatures /s/ Ivy Tseng, Attorney-in-Fact for Andrew Diamond 02/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects disposition of Issuer common stock with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the"Merger Agreement"), dated as of July 20, 2022, by and among Issuer, Amazon.com, Inc. ("Parent") and Negroni Merger Sub, Inc., a whollyowned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub onFebruary 22, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of Issuercommon stock, par value $0.001 per share ("Shares") issued and outstanding immediately prior to the Effective Time was convertedautomatically into the right to receive $18.00 in cash, without interest (the "Merger Consideration"). ( 10 )The RSUs vest annually over three years, with 25% of the RSUs vesting on each of the first and second anniversaries of the vestingcommencement date and 50% of the RSUs vesting on the third anniversary of the vesting commencement date, subject to the reportingperson's continuous service as of each such date. ( 11 )The RSUs vest annually over four years, with 50% of the RSUs units vesting on the first anniversary of the grant date; 20% vesting on thesecond anniversary of the grant date; and 15% vesting on each of the third and fourth anniversaries of the grant date, subject to reportingperson's continuous service as of each such date. ( 2 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding option ("Option") to purchase Shares granted under any of theIssuer's 2007 Equity Incentive Plan, 2017 Equity Incentive Plan, 2020 Equity Incentive Plan and the Iora Third Amended and Restated 2011Equity Incentive Plan (collective, the "Issuer Stock Plans") or portion thereof that was vested or became vested as of the Effective Time, andhad an exer cise price per Share that is less than the Merger Consideration, was canceled and converted into the right to receive an amount incash, without interest, equal to the product of (i) the amount by which the Merger Consideration exceeds the applicable exercise price per Shareof such Option and (ii) the aggregate number of Shares issuable upon exercise of such Option or portion thereof, subject to any requiredwithholding of taxes. ( 3 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding Option that was unvested and that had an exercise price per Share that was less than the Merger Consideration was, by virtue of the Merger, converted into the right to receive an amount in cash equal to theproduct of (i) the amount by which the Merger Consideration exceeds the exercise price per Share of such Option and (ii) the aggregate numberof Shares subject to such unvested Option or portion thereof as of immediately prior to the Effective Time (the "Unvested Option Payment"),provided that such Unvested Option Payment (x) shall be subject to the same vesting and forfeiture provisions as were applicable to suchunvested Option immediately prior to the Effective Time, (y) shall vest in installments over the remainder of the vesting schedule of such Optionbased on the same percentage of the Option that would have vested on each applicable vesting date, subject to any required withholding oftaxes. ( 4 )The shares subject to the option vest as follows: 1/48th of the shares subject to the option vest monthly over four years commencing on thevesting commencement date, subject to reporting person's continuous service as of each such date. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, that has an exercise price per Share that isgreater than the Merger Consideration was canceled without the payment of consideration. ( 6 )The shares subject to the option vest as follows: options vest monthly over three years, with 25% of the shares subject to the option vesting oneach of the first and second anniversaries of the vesting commencement date and 50% of the shares subject to the option vesting on the thirdanniversary of the vesting commencement date, subject to the reporting person's continuous service as of each such date. ( 7 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock. RSUs convert into theissuer's common stock on a one-for-one basis. ( 8 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU granted under any Issuer Stock Plan that was unvested as ofthe Effective Time, by virtue of the Merger, was converted into the right to receive an amount in cash equal to the product of (i) the MergerConsideration and (ii) the aggregate number of Shares subject to such unvested RSU as of immediately prior to the Effective Time (the"Unvested RSU Payment"), provided that such Unvested RSU Payment (x) shall be subject to the same vesting and forfeiture provisions aswere applicable to such unvested RSU immediately prior to the Effective Time, (y) shall vest in installments over the remainder of the vestingschedule of such RSU based on the same percentage of the RSU that would have vested on each applicable vesting date and (z) shall besubject to forfeiture on the same terms and conditions as were applicable to such RSU, subject to any required withholding of taxes. ( 9 )The RSUs vest in equal annual installments over four years on the anniversary of the vesting commencement date, subject to the reportingperson's continuous service as of each such date.

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